Motorola Solutions, Inc. — Director's Dealing 2018

Sep 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2018-09-05

Reporting Person: Silver Lake (Offshore) AIV GP IV, Ltd. (Director)
Reporting Person: Silver Lake Technology Associates IV Cayman, L.P. (Director)
Reporting Person: SLP IV Mustang GP, L.L.C. (Director)
Reporting Person: SLP IV Mustang GP II, L.L.C. (Director)
Reporting Person: SLP IV Mustang Holdings, L.P. (Director)
Reporting Person: SLP IV Mustang Holdings II, L.P. (Director)
Reporting Person: Durban Egon (Director)
Reporting Person: Mondre Greg (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-05	2.0% Convertible Senior Notes due 2020	$67.45	S		Disposed		Common Stock (2965040)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2.0% Convertible Senior Notes due 2020	$67.45		Common Stock (7412600)		Indirect

Footnotes

F1: This Form 4 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang I"), SLP IV Mustang Holdings II, L.P. ("Mustang II"), SLP IV Mustang GP, L.L.C. ("Mustang LLC I"), SLP IV Mustang GP II, L.L.C. ("Mustang LLC II"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") and Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, and SLTA, "Silver Lake"). Mustang LLC I is the general partner of Mustang I. Mustang LLC II is the general partner of Mustang II. SLTA is the sole member of each of Mustang LLC I and Mustang LLC II. AIV GP is the general partner of SLTA. Mr. Gregory Mondre and Mr. Egon Durban serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer"). Each of Messrs. Durban and Mondre serves as a director of AIV GP. Each of Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.

F2: Represents the approximate conversion price of the Issuer's 2.0% Convertible Senior Notes due 2020 (the "Convertible Notes"), based on the conversion rates calculated pursuant to the Indenture, dated as of August 25, 2015 (the "Indenture"), by and between the Issuer and the Bank of New York Mellon Trust Company, N.A., as trustee.

F3: On September 5, 2018, Mustang II and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $200,000,000 principal amount of Convertible Notes from Mustang II for aggregate consideration of $368,855,436.80. The number of shares of common stock of the Issuer ("Common Stock") underlying the $200,000,000 principal amount of Convertible Notes sold to the Issuer was approximately 2,965,040, based on the current conversion rate of 14.8252 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes,, as calculated pursuant to the terms of the Indenture.

F4: Pursuant to the terms of an investment agreement, dated as of August 4, 2015, the Convertible Notes became convertible by Mustang I and Mustang II on August 4, 2017, subject to certain exceptions.

F5: The Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms.

F6: Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through the delivery of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes, based on the current conversion rate of 14.8252 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Indenture.